XXIX Metal closes $17.25-million financing

Mr. Guy Le Bel reports XXIX ANNOUNCES CLOSING OF $17.3 MILLION FINANCING XXIX Metal Corp. has closed its previously announced best efforts private placement offering with SCP Resource Finance LP acting as lead agent and bookrunner, on behalf of a syndicate of agents, including Beacon Securities Ltd. and Canaccord Genuity Corp. Pursuant to the offering, the company issued 27,778,000 Ontario charity flow-through (FT) units at a price of 18 cents per Ontario FT unit, 31,579,000 Quebec charity flow-through units at a price of 19 cents per Quebec FT unit and 52,083,917 units at a price of 12 cents per unit for combined gross proceeds to the company of $17,250,120. Each Ontario FT unit consists of one common share of the company and one-half of one common share purchase warrant of the company that will each qualify as a flow-through share for the purposes of the Income Tax Act (Canada). Each Quebec FT unit consists of one common share of the company and one-half of one warrant that will each qualify as a flow-through share for the purposes of the Taxation Act (Quebec). Each unit consists of one common share of the company and one-half of one warrant, each of which will not qualify as a flow-through share for the purposes of the tax act or the Quebec tax act. Each warrant entitles the holder thereof to acquire one non-flow-through common share of the company at a price of 17 cents per warrant share for a period of 24 months from the closing of the offering. Each warrant issued shall be subject to a restriction on exercise expiring 61 days from the issue date. A total of 58,343,800 FT shares and 29,171,900 warrants were issued pursuant to Part 5A of National Instrument 45-106, Prospectus Exemptions, and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, to purchasers resident in Canada, and in other qualifying jurisdictions outside of Canada that were mutually agreed to by the company and the agents pursuant to relevant prospectus or registration exemptions in accordance with applicable laws. In addition, a total of 1,013,200 Ontario FT units and 52,083,917 units were issued by way of the accredited investor and minimum amount investment exemptions under NI 45-106. Any securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the issue date. The company will use an amount equal to the gross proceeds from the sale of the Ontario FT units and Quebec FT units to incur eligible Canadian exploration expenses: (i) that will qualify as flow-through mining expenditures as such terms are defined in the tax act; (ii) in respect of Ontario resident subscribers who are eligible individuals under the Taxation Act (Ontario), which will also qualify as Ontario flow-through mining expenditures related to the company's mineral properties located in Ontario, Canada; and (iii) in respect of Quebec resident subscribers who are eligible individuals under the Quebec tax act, which will also qualify for inclusion in the exploration base relating to certain Quebec exploration expenses within the meaning of Section 726.4.10 of the Quebec tax act and for inclusion in the exploration base relating to certain Quebec surface mining expenses within the meaning of Section 726.4.17.2 of the Quebec tax act, related to the company's mineral properties located in Quebec, Canada, on or before Dec. 31, 2027. The gross proceeds from the sale of the Quebec FT units will be used to incur qualifying expenditures at the Opemiska project in Quebec and the Ontario FT units will be used to incur qualifying expenditures at the Thierry project in Ontario. All qualifying expenditures will be renounced in favour of the subscribers effective on or before Dec. 31, 2026. The company will use the net proceeds from the sale of the units for the advancement of the Opemiska project preliminary feasibility study, including additional studies, as well as for general corporate purposes and working capital. Insiders of the company participated in the offering and subscribed for a total of 150,000 offered securities. Participation by insiders constitutes a related party transaction as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities issued under the offering to insiders nor the consideration paid by insiders of the company exceeded 25 per cent of the company's market capitalization. The agents received a cash commission of $877,207 and 5,886,455 broker warrants. Each broker warrant entitles the holder to purchase one common share at an exercise price equal to 12 cents for a period of 24 months from the closing of the offering. The offering is subject to the final approval of the TSX Venture Exchange. About XXIX Metal Corp. XXIX is advancing its Opemiska and Thierry copper projects, two significant Canadian copper assets. The Opemiska project, one of Canada's highest-grade open-pitable copper deposits, spans 21,333 hectares in Quebec's Chapais-Chibougamau region, with strong infrastructure and nearby access to the Horne smelter. An October, 2025, preliminary economic assessment outlined a 12,500-tonne-per-day open-pit operation over a 17-year mine life, generating an after-tax net present value (NPV) (at 8 per cent) of $505-million, an internal rate of return (IRR) of 27.2 per cent and a 2.3-year payback period ($4.35 per pound (lb) copper, $3,000 per ounce (oz) gold and $30 per oz silver). The Thierry project hosts the K1 (near-surface) and the past-producing K2 (underground and surface) zones (see XXIX news release dated Oct. 1, 2024, for details regarding resources). Thierry has significant infrastructure in place, including a one-season road, an airport within five kilometres, a provincial power grid within eight kilometres and nearby rail. With these two high-potential projects, the company has solidified its position as a key player in the Canadian copper sector and has established itself as one of Eastern Canada's largest copper developer. We seek Safe Harbor.